The Ultimatest Evil
by xDeathPonyx
Summary: It was another quiet day in Ponyville when that peace was shattered by the arrival of a new foe. What does this new enemy want, and to what depths will it stoop to to gain victory over the so-called Elements of Harmony? And why is no one taking him seriously?
1. Gary who?

Princess Twilight Sparkle was having a rather good day for once. No emergency getting in the way of sorting the new books she ordered from the Stalliongrad Archives, a nice pot of tea, and if things held firm; a picnic with all her friends. In fact, Spike would be returning in just a moment with some freshly baked-

"TWIIIILIGHT!" The panicked cry echoed throughout what _must_ have been all of Ponyvillie, causing the Princess of Friendship to sigh deeply before rolling her eyes.

"I guess it was too good to be true…" she grumbled.

Spike came waddling into the room with a plate of cookies. "You know Twi, I'm actually surprised we had such a long break, you know? I mean after you girls stopped the Return of R'neigh and the Eldritch Council, the Cult of Uranus, and the Second Clown Rebellion it's been pretty hectic around here."

Twilight gave a strained smiled to the drake, "Oh Spike, while those were indeed _actual_ emergencies that needed our attention, you seem to have blocked out all of the… _false alarms_."

Spike chuckled, "You mean like the Pinkie Pie Nightmare Night costume that sent all of Canterlot into lock-down a few days ago?"

Twilight was unable to stop from rolling her eyes again. "Yes, among others. Let's get this over with; I still want to have that picnic today."

"Right!"

The pair walked out of the crystal castle to find most of Ponyville fleeing in random directions, minus the heroes of Equestria, who were calmly waiting for their defacto leader to join them so they could once again save the day.

"Howdy Twi', I reckon this here is jus' another one of them false alarms we get. Ain't nothin' on fire, heck I don't even smell smoke," Applejack lightly tipped her hat while greeting the Princess as she neared the group.

Rainbow Dash was rubbing her chin with a hoof while floating nearby, a rare look of concentration on her muzzle as she looked away in thought. "I dunno AJ, there is _something_ on the outskirts of town. What I saw looked like a real skinny black bear or a diamond dog made of shadows or something, but I wasn't really looking that hard."

"Oh my. I do hope they aren't hurt, I mean…if it _is_ a bear. Harry knows better than to come into town, so it would have to be some _poor_ creature from the Everfree, maybe even looking for food. If it is, I'll make sure the darling thing is unhurt and give it lots of food…um, if that's okay, I mean." The quiet pegasus added.

Twilight cleared her throat. "Well, let's not speculate any longer. Let's go confront this…shadow bear, or whatever. Spike is going to make some kind of new and amazing pasta dish for today's picnic."

"Ah-hem!" Spike said with no small amount of pride while taking a smug pose.

"Yum-yum-yum! I'm sure it will go _great_ with the Germane Chocolate Cupcakes I'll be bringing!" Pinkie Pie added, bouncing down the street with her pals.

Soon, the seven friends came to the edge of town and sure enough, there stood a large black figure. It did seem to look like a diamond dog, or a minotaur in shape but it was so swaddled in dark robes that it was hard to tell. Before any of the ponies could act, a deep voice began speaking.

"Soooo, you are the so-called Elements of Harmony then? Ha! I applaud your bravery, but you're too late! My plans have already been enacted, and now I can't be stopped!" The figure ended his rant by throwing his arms skyward, revealing a pair of hands similar to Spike's but ending in blunt tips rather than claws and instead of scales they were covered in a pale, furless skin.

The ponies (and one dragon) waited for something to happen for a moment before Twilight took a cautious step forward, as the creature in front of them held his dramatic pose as if waiting for a cue.

"Um, pardon me…uh, sir? Who are you and what plans would those be exactly?" the alicorn asked in mild confusion.

"Ha!" the creature replied and then proceeded to fumble a bit with its oversized robe before finally sliding both arms into the sleeves. "Come forth young ones, and show them our power!"

Stepping out from behind the dark stranger were the three fillies voted Most Traumatic Club five years running, the Cutie Mark Crusaders. They continued to approach the six mares with smiles on their faces.

"Howdy sis!" Apple Bloom said as the three neared.

"Apple Bloom!? What are you doin' hangin' around that…uh, whatever it is? Don't ya know how dangerous it…might be?" Applejack said, in full Big Sister mode.

Apple Bloom rolled her eyes. "Applejack, what are ya'll talkin' about? Mister Ultimate helped me an' the girls here reach our level two cutie marks!"

The dark figure coughed a bit and leaned over as if to peek from behind the filly, one pale hand scratching his hood in embarrassment. "It's The Ultimate Evil, just…Ultimate Evil, no mister required," it said with a hint of shyness.

"Level two what now?" The farmer asked in confusion.

The orange pegasus rushed forward in excitement until she was directly in front of Twilight and the gang. "Yeah, check this out! It's so sweet!" she said, then turned her body to reveal her flank. There the mares could see her original shield and bolt cutie mark, but it was now wreathed in purple flames.

"Watch this!" Scootaloo cried and then crouched down in front of the group like a racer ready to take off from the finish line when she burst into flames. Her fire was colored the same as her coat and mane, the purple flames on her head waving about as if in an invisible breeze. She then reared up on her hind legs and bright yellow flames snapped out from her wings, three times their normal size. With that done she took off like a bolt, blazing a trail of fire behind her as she circled the group of mares in tight spirals. Her speed was nothing to sneeze at either, as even Rainbow Dash was rather impressed. Seconds later, the filly came to a screeching halt where she started, her hoofs leaving a thin trail of flames on the dusty road. Shaking herself like she was flinging off water, the flames died out with a hiss and she returned to normal with a huge grin on her face.

"So, whatcha think?" she asked with a cocky pose.

The stunned group of mares gaped at the filly while Apple Bloom and Sweetie Belle came up beside their friend. "Ma' ability is to talk ta plants and trees, help 'em grow with a touch, and I can even ask 'em to move around ta help protect me and my friends in emergencies." Apple Bloom said with pride.

"Yeah!" Sweetie Belle squeaked, "And now my songs can calm ponies down, make them sleepy, or even make them feel all better when they're hurt!"

Twilight snapped out of her stupor. "Girls! We don't have any idea how dangerous these new abilities are! How could you-" but she was interrupted by Sweetie Belle thrusting a hoof into the air in front of the Princess's muzzle.

"Now wait just a second here," she said without her trademark squeak, a cute little scowl on her cute little face. "Mister Evil explained the whole thing to us. He just strengthened our connection to Harmony and after our secret training, we reached level two. You can scan us if you don't believe me," she said, her hoof still held out in a stopping pose towards the alicorn. "He said you would say something like this and the fastest way to make you understand was to suggest a scan."

Twilight blinked a moment, and then looked at the dark figure. His smugness was almost palpable as he crossed his arms in apparent triumph but she growled a bit and turned back to the Crusaders. "Fine," she ground out and proceeded to bathe the girls in a deep scan array using all eighteen spell structures from seven different elemental planes. Sure enough, all the data came back with the same result; they were even more in tune with Harmony than before and their physical, mental, and spiritual bastions had been improved recently.

The so-called Ultimate Evil began to chuckle darkly. "You see? I have already finished my plans, and now you are helpless to stop me! And this is just the," he looked at the Crusaders pointedly, "very-important," and then looked back at the mares, "tip of the massive iceberg that is going to come down and seal your doom!" He finished his monologue with a rather dramatic and stereotypical villain laugh, causing the Cutie Mark Crusaders to giggle at his theatrics.

The mane six looked at each other in confusion before Rarity stepped forward. "Pardon me for interrupting your... _charming_ bit of posturing darling, but perhaps you could share a bit more of your…diabolical plans with us, you know," she waved a hoof around in circles, "in order to truly crush our hopes; if it's not too much trouble, of course." She blinked her eyes coquettishly at the robed being while flashing him a demure smile over her withers.

The robed figure interrupted his own laughing with a sudden coughing fit and doubled over a bit to regain his breath. Holding out one hand with a single finger held up, he rested the other hand on one of his legs, while huffing at the ground for a few moments. After a few seconds, he cleared his throat. "My apologies, your smile is rather _dangerously_ attractive when timed so well. I applaud your cunning strategy, but behold! I will reveal my plans to you, despite your underhanded tactics Lady Rarity!"

Rarity wasn't sure she had ever been complimented in a way that made her seem so…dangerous. Her ears flicked to Spike grumbling something about 'smooth operators' before she stepped back to her friends in confusion.

The dark figure stood upright and pointed a pale hand at the fashionista. "I'll start with you Lady Rarity! Little do you know that right now, your best designs should be reaching the most prominent marketing firms and most prodigious fashion experts in this entire world! Soon, your name will be a household regularity when discussing clothing for all races! Muhahahahah!"

Rarity's eyes had grown huge and her expression devastated. "No! My, my best designs…stolen and given away?"

The Ultimate Evil stopped cold. "What? No, no," he said waving his hand about casually. "I made sure all patents and rights were legally yours before I sent them. Rest assured, you and only you will get credit for all of your creations." His voice ended up sounding like the cat that stole the cream.

The unicorn's eyes went from dewy to sparking like a field of stars in record time. "Oh!" She then began to squeal in excitement while trotting in place like a vibrating marshmallow.

The other mares exchanged another look between them. "Ah jus' don't get it sugarcube," Applejack said as she stepped forward. "Yer doin' all of _this_ ," she asked, waving a forelimb about to vaguely indicate the area, "as part of yer plans against us, right?"

The figure turned his hooded cowl towards her. "Indeed miss Applejack. My masterstroke plans included _all_ of you. Take you for instance; I've cultivated your orchard with powerful growth agents and organic pest repellants that will guarantee a great harvest year after year!" The figure spread both arms wide to indicate the scale of his achievements. "And to twist the knife, I've trained all the Timberwolves of the Everfree to recover the fruits from your trees in the dead of night and leave them all in your barn, sorted by quality!" His arms became quite animated as he began to make dramatic sweeping motions during his speech. "Coupled with the distribution deals I've spearheaded, Sweet Apple Acres will become the wealthiest farm on Equus within the next six months." With this final proclamation the figure began rubbing his pale hands against one another as if he were kneading dough or trying to warm them and hunched forward as if about to savor a favored delicacy.

Applejack was far too stunned to notice, even having one eye begin to twitch so Twilight looked away from her farmer friend and at the hooded creature in pointed confusion. "What…are you doing?"

The Ultimate Evil looked at the alicorn while continuing his hand motions. "I'm wringing my hands…menacingly."

Twilight nearly facehoofed right there in frustration, but settled for a deadpanned look full of disapproval. "Nopony's going to understand that, so you can stop now."

The dark figure seemed to wilt a little as he stopped, his cowl dipping towards the ground in defeat. "Aww…"

Suddenly; Pinkie Pie. "Ooo ooo, what diabolical madness did you devise for me oh Dark One?" she asked while bouncing a mere foot away from the disappointed master criminal, her muzzle even with the dark opening of the villain's hood at the apex of each bounce.

The robed creature seemed to take hold of himself with a start and drew upright once again. Placing one hand on his chest as if about to impart an important lesson, he cupped the other near his cowl and leaned toward the pink mare as if about to share a great secret. "For you miss Pinkie Pie, I have placed in your kitchen a massive book," he said while whispering like a conspirator. "This book details the dessert recipes of over a thousand different worlds and details every single celebration found on them, including. Every. Game. Imaginable." His last syllable was as soft as a lover's kiss.

Pinkie Pie had frozen (midair) with a look that said 'Full Tilt' better than any pinball machine could ever convey.

Twilight started to step forward to ask what the 'villain' whispered to Pinkie Pie and managed to get out, "Pinkie-" before the mare in question was surrounded by a Pinkie shaped cloud of pink dust, leaving a crude facsimile behind, composed of a large sugar bag painted pink and adorned with large blue buttons for eyes.

Everypony in the area heard three tones play before a recording of Pinkie Pie spoke aloud. "We're totally sorry, but Pinkie Pie isn't currently available! If this is a party emergency just clop your hooves together three times and say 'You know what time it is?' and Pinkie Pie will come to the rescue!" This announcement was followed by a beep and then total silence.

Shaking her multihued mane, Rainbow Dash zipped up close to the smug creature and tried to peer into the depths of the hood with a cute but stern scowl on her face. "You may have all the others fooled buddy, but there's no way the Dash is gonna fall for any of your tricks!" With that proclamation, she began shadow boxing in the air, her wings keeping her floating just in front of The Ultimate Evil.

The dark figure drew upright in mock indignation. "Tricks dear Rainbow Dash? Is it a 'trick' that I used obscure and outdated laws, bribing noble houses, and the delivery of a few dozen magnificent cakes to Princess Celestia to reinstate the _Galaxy Wing_? The elite force above and in charge of both the Wonderbolts _and_ the Shadowbolts? Beholden to none but the welfare of Equestria, and performing feats so spectacular that even other nations will take notice?" The low but charming voice coming from the hood had caused the polychromatic mare to pause her motions in the air as if under a spell. "It's a shame you would think such things about me dear Rainbow Dash, especially since I maneuvered things to make you their first choice…as Captain."

The rainbow tailed mare fell out of the air and onto her rump in shock. "Really?" The shadowed figure simply nodded in the affirmative. "That's…so…AWESOME! Me! In charge of the greatest fliers in Equestria, no the WORLD!? Wooo hooo!" She began to fly around the group in excitement, her hesitation busted like stray clouds during weather duty.

With another poof of pink smoke, Pinkie Pie reappeared amongst the group, hugging a large tome against her barrel. "I love it soooo much!"

Twilight's mane was starting to make high pitched sounds much like harp strings breaking as little curls of mane started to jut out in anarchy. "This…is the least effective method of villainy I've ever seen. Nothing he's done so far is detrimental. I…don't understand what's happening." Before she could continue into a spiral, a warm yellow hoof began soothing her along the back. Its effect was immediately calming.

"Oh, it's okay Twilight. I don't think mister bear is truly bad, I just think he's bad at being truly villainous." Fluttershy said in a mellow tone, seeking to further calm her overexcitable friend.

This comment was overheard by the 'bear' in question. "Why Fluttershy, I'm surprised to hear that you think I'm not very villainous." His voice sounded rather pained, as if from having his feelings hurt. He quickly changed his tone to one of vicious politeness. "Perhaps you'll change your mind when I tell you what my plan for _you_ was. Not only have I healed _all_ of your injured animal friends, but I've also trained almost all of them in various forms of first aid, so they can become your medical aides whenever new patients arrive!"

He posed dramatically while pointing as the sky. "On top of that, I've laced all of your pet food with essential vitamins and minerals that will magically adjust for each animal's individual needs and created a tree that produces 'meat fruits', allowing your carnivorous neighbors to get their required daily protein with no more loss of animal life! To seal the deal, I've taught Angel how to respect others and made friends with Discord. Ha! How's that for villainous? How's that for Evil!?" It curled both hands into fists and dropped them to its side in anger. "And I'm not a bear!" he said, stomping his foot in agitation while throwing a fit.

Fluttershy's response was a gentle smile, before her eyes rolled up into her head and she fainted away from happiness.

The robed biped caught himself and then straightened his skewed robes while clearing his throat. "Yes, as I was saying… As for you young drake," he motioned towards the baby dragon, "I've infused your horde of gem snacks with isotopes that will assist in both wing growth and aid in easing your next growth spurt. You'll find them under the autographed first editions of various comic books I've placed in your domicile. Your despair at discovering such a turn of events will be most fulfilling!" The creature finished his proclamation with a fist clenched in a victory pose, as if having just outmaneuvered a cunning opponent.

Spike looked at Twilight and shrugged with a grin. "Best bad guy, ever."

Twilight Sparkle was busy rubbing her temple with a hoof. "I can't..even…"

His dark chuckle roused her from confusion. "Oh, don't think I've forgotten about you oh Princess of Friendship. I've cobbled together quite the torment for you, being my favorite pony and all." He chuckled again.

"Wait, your favorite what now?" she asked in genuine interest.

The shadowy figure seemed to recoil as if surprised before attempting to smooth the moment over with false bravado. "I said, my favorite…uh, foil! Yes, my ultimate nemesis!" The Ultimate Evil brought both hands directly in front of the hooded void that passed for his face and steepled the fingers for added effect while he continued to boast. "For you I have complied a comprehensive Index of Magic from across a dozen different dimensions, from wards and runes, to magic circles and incantations! This tome even has the formulas required to solve all of Starswirl's greatest Riddles." Shifting to a more relaxed stance, the biped spuriously began to casually inspect his fingernails on one hand, as if completely bored. "Unfortunately, the time required to study _all_ the knowledge in the Index will take hundreds of years, always changing and updating, the fount of wisdom is nearly endless." He buffed the nails on his robe-covered chest and blew on them for effect while stealing poorly hidden glances at the alicorn princess for a reaction.

The slack look of disbelief on the alicorn's muzzle was telling. "Infinite study…of all magic schools and disciplines…everywhere…" She began to drool a bit with a far off look in her eyes.

The hooded figure laughed maniacally and threw his arms open in total triumph. "Yes! It is safely stored in your collection of rare books back in your castle. Do you now understand my power!? Do you know what hopelessness is now, to the depth of your being!? _Hey_!" The figure cried out as he found a lavender mare wrapped around his waist in a bone crushing hug.

"Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes! Yes!" she exclaimed over and over while the Ultimate Evil tried to free himself.

Finally extracting himself, he jumped back. "I see you've forced me to use my ace in the hole!" He crossed his arms in front of himself and looked up towards the sky. "Prepare yourself for my ultimate technique!" The mares all looked at the figure as wind began to swirl all around his form.

" _Henshin_!" Light exploded from the center of the storm surrounding the dark figure as thunder cracked from the heavens and the sky opened up to a choir of angelic voices. With one last blast of air the swirling storm of dust dissipated and a new form emerged from the lingering cloud of steam.

Striding out from the mist was a regal beast, his snow white coat along the back slowly becoming a gradient midnight blue as it reached his powerful hooves. His massive wings shimmered with a pearlescent glow as they were displayed in a show of dominance. The spiraling ivory horn reached for the stars as it was nestled in his mane, seemingly flowing gently in an ethereal breeze, the pattern one of thickly falling snowflakes. The proud alicorn stallion sported a hurricane cutie mark, as if being observed from space. "Now do you fear me?" The voice was honey poured over gravel, powerful liquid masculinity, and the promise of passionate nights.

The vacant expression in the mares' eyes caused the new alicorn to take a step back. This caused them all to take a step forward to close the distance. "What…are you all doing? Why are you looking at me like that?" As he kept retreating, they continued to move towards him.

* * *

Watching the proceedings from a hidden vantage point, Discord slapped his paw loudly against his snout and dragged it down slowly. "This. This is what I get for grabbing a 'brony' to be their next challenging enemy." The faint cry of distress as the new alicorn male tried sprinting through town to escape the stampede of mares chasing him only punctuated his statement.


	2. Bonus Chapter-Mary too?

**2**

 **[Hive of Chrysalis]**

Chrysalis was a busy queen these days. Ever since… _the fugitive_ …her life had been turned upside-down, and while she should probably be outraged at the sudden shift, she couldn't even muster up mild irritation; how could she when things were going so well? Things had never been all that great for the Changeling race until recently, but now it was all looking up for her and her lings. Her musings during the inspection trip to the nursery were interrupted by the arrival of a Drone Messenger.

' _My Queen, I have news_ ,' he projected towards her, while adopting a subservient posture.

Queen Chrysalis smiled at the drone. "By all means Chittering Echo, make your report."

The drone seemed to blush at being reminded he had a name now. ' _Of course, Your Majesty. A rather upset and confused goat is at the gates seeking asylum and demanding a "cure" if the reports are accurate._ ' Chittering Echo waited for a prompt to continue and did so with a nod of the Queen's head. ' _It claims that quote, "Now when I try to raise a dead slave, instead of a mindless thrall, I seem to actually resurrect the fool, soul and all; then they ignore my orders and leave happy at being alive again! This is causing uncomfortable and conflicting feelings and I don't like it!" end quote._ '

Chrysalis sighed, "That old goat is still around? Very well, show him to the visitor's tunnels and give him a room. He'll need a place to stay while he comes to term with his new…life. If he wants to stay after thirty days, he will have to apply for a visa; we _are_ a sovereign nation now after all." She dismissed the drone when he had no other news for her and continued on her way. Just being able to say that they were now a _nation_ without spite or jealousy was a strange experience for the Changeling Queen. Grogar's dilemma reminded her of her own experiences, and she thought back to when everything changed.

 **[Six Months Ago]**

Queen Chrysalis walked the tunnels of her hive with a stride that exuded both menace and grace. She stole a quick glance at her _guest_ , wondering what it was and why she was being forced to entertain it. The large biped walked alongside the changeling without fear and gave off the air of one taking a leisurely stroll in the gardens of Neighpon for all its lack of tension. Its voluminous robes concealed almost the entire form; only the occasional hand gesture appeared to reassure one that there was indeed something warm and living inside. It was speaking to Chrysalis, not in fear or anger but in genuine respect as an equal; instead of groveling before her hooves in reverence like she desired.

"I'm quite grateful you were willing to offer me sanctuary. I'm a wanted man in Equestria after…certain plans of mine were enacted." It seemed to become shy for a moment and began tapping its two pale index fingers against one another sheepishly. "Discord is more than a little…disappointed with me I fear." It shrugged its shoulders in a helpless gesture. "I believe he's angry that I plotted against him and forced the draconequus to experience life-affirming chaos. He now enjoys the looks of happy shock caused by his shenanigans and blames me for ' _fuzzy feelings_ '." The dark beast cleared his throat with a fist held in front of the dark cowl, as if expelling his embarrassment. "So, once again I thank you for sheltering me in my time of need. I figure us villainous types should stick together; you know, solidarity in the face of oppression and all that," the creature said casually.

The Queen snorted in derision. "I hardly had any choice in the matter; the soldiers I sent out to drive you away were unable to move you even an inch and were quickly overpowered into unconsciousness. You made your point when you flexed your power upon my children." The gall of this fool still burned in her core. For one, it resisted all endeavors to read its emotional state. Any attempts just, slid off; like trying to pour water through glass. Secondly, changeling magical bolts were just absorbed into its robe with the dark being showing no wear or worry, and then physical attacks failed because her soldiers fell over insensate when they were grappled. It gnawed at the edges of Chrysalis's mind and fouled her mood.

The robed thing cocked its head at her. "My 'power' you say?" It laughed, a more hearty and honest sound had probably never graced those tunnels before. "What did you expect? They were so _adorable_ , I couldn't help but cuddle them for their honest attempts to chase me away. I'm afraid I overdid it though, when they began to fall over from being too full I quickly reined it in. I do apologize for that," it said, placing one of its pale hands to its chest.

The Queen was stunned. "Wha-? You… _loved_ them into senselessness? And you find my children…adorable?" This was either a trick or some kind of madness. Nothing on Equus _ever_ found her and her brood as more than frightening monsters, and this beast was trying to convince her it _cared for_ her changelings?

"Of course not Queen Chrysalis," the being said, proving her point and then continued, "that is to say, not just your drones; I think you're even more cute than the rest of your brood."

Before the blush could even finish forming on the queen's cheeks, it signed deeply. "It's a shame really." The Queen picked up on his sudden shift of tone; from friendly to a cunning arrogance that sent chills along her carapace. As it turned its shadowed cowl towards her she could almost feel the menace begin to steal her air. "A shame I have to use you and your brood to prove my superiority!"

It threw its pale hands into the air as if supplicating the heavens for aid, then snapped them down in an outward waving motion. A low rumble rolled throughout the caverns for a moment and then all was still. "It is done. Once again, I have demonstrated my supremacy." The Ultimate Evil began to laugh menacingly. Even as he danced around the raw blasts of force from the Queen's horn, nothing seemed to abate his mirth; until it tripped over its own robes and tumbled onto the ground into a crumpled heap of limbs and cloth. It lay unmoving for a moment and then gave a deep sigh.

"I'm okay," a muffled cry emitted from the struggling creature as it fought to right itself. Even in this supposedly helpless state, it managed to lurch and stumble just out of reach of the next blast until the queen had exhausted her reserves and could fight no more. The thing calling itself The Ultimate Evil didn't even seem to notice her struggles as it brushed itself off and straightened out its wrinkled robes. Covering the area where she assumed its mouth was with one pale hand it gave an obviously forced cough and stood up tall while turning towards her.

"I meant to do that," he claimed with hurt dignity.

Queen Chrysalis ceased her struggles when the reality of her situation came crashing down upon her consciousness. Her eyes shrank to pinpricks and she began to shiver uncontrollably. "What have you done to my children? What will you do to me?"

The Ultimate Evil leapt at the opportunity to redirect attention away from its previous error and scoffed at the Queen. "Yes, you should despair at their fate…for it is more horrible than you can imagine!" He pointed a pale finger at the quivering queen. "I have altered the makeup of your entire hive! Now when the other races see your lings in their natural state, they will find them as adorable as I do and due to the physiological changes your brood has undergone, they will easily be able to fill up on that simple adoration with no deception required!"

The expression of terror on the changeling's muzzle slowly melted into one of abject confusion as his words penetrated her mind. _What?_

"What?" her mouth betrayed her innermost thoughts.

"Oh yes," the shadowed figure cooed as if speaking to a child. "And even worse, all excess love will be stored as potent nectar in the new collection pools I've added." The biped began to circle the Queen with its pale hands clasped behind its back. It whispered the next torment with obvious glee. "As for the coup de grâce, I've tinkered with your brood to make it possible for changelings to feed other changelings through acts of cuddling or affection." It leaned down to whisper in Chrysalis's ear. " _This_ is the price of your folly for trusting me."

With that, the Ultimate Evil turned away and began to stroll leisurely towards the exit. "Don't worry my dear. All the other so-called villains of this world will share your terrible fate." It paused as if having a sudden thought and seemed to be peering at the stunned changeling monarch over its shoulder. "Oh, and don't think I'm done with you my Queen. Soon, a representative will be here to induct the new Brood Collective into the Council of Nations, with you being their leading representative of course. With the onset of national trade, possible treaties, and a voice on the global stage becoming new responsibilities for you…I'm sure you will _hate_ every second of it." It turned to continue its exit with another menacing laugh, waving one of its pale hands lazily in the air as if in farewell.

After a few moments, she heard the being verbally abuse the dead end it had stumbled into before it moved towards another tunnel.

Chrysalis simply plopped down on her rear while she listened to the retreating figure and tried to unknot her brain. "And I thought the cute little _colt_ was dangerous…" she whispered.

 **[Present Time]**

Chrysalis shook the rest of the memory from her mind as yet another drone approached her. She paused to let the drone have a short break while they spoke. "Report my child."

The messenger, Shining Obsidian she thought her name was, bowed in reverence. ' _Of course, I live to serve, my liege. I have the report on Lord Tirek you requested. It seems he is traveling the world under the name "Thrash King Tirek" now and is "going on tour" with plans to hold concerts "shredding metal". The other messenger drones and I believe this to be some form of performance art, perhaps a demonstration of blacksmithing or metallurgy._ ' Queen Chrysalis swallowed the giggle that threated to escape and simply nodded for the drone to continue. ' _His subjugation at the hands of something calling itself "The Ultimate Evil" and subsequent reunion with Scorpan have apparently changed his outlook on life._ ' The drone paused and looked up at the Queen. ' _Thus ends the report Your Majesty._ '

The Queen nodded with a smile. "Thank you Obsidian, you've done excellent work." As she turned to go, the drone interjected another comment.

' _Oh, forgive me your grace, but I almost forgot; Lord Sombra is here to offer a treaty as the Royal Vizier of the Crystal Empire. They promise a school of lithomancy here within the hive in exchange for rare gemstones. He and a pair of crystal unicorns await your presence in the Royal Conservatory,_ ' Shining Obsidian informed her, nervously rubbing her two forelegs together.

"Oh?" Chrysalis asked. Her eyes seemed to slide back and forth with nervous energy. "How's my mane? Do I look alright? Should I…yes, I should go find a gown, since I'm to meet another royal. Go and find Gleaming Shell and have her meet me in the Royal Bedchamber, I need to look my best!" The changeling queen hurried off towards her room. She wanted to really impress the unexpected arrival and leave him wanting a more…private audience.

 **[The Gates of Tartarus]**

The great beast Cerberus had been utterly and totally defeated. It laid on its back in shame, its rear left leg spasming in helpless abandon as its furry middle chin was scratched mercilessly by a small (at least compared to the guardian) figure clad in black robes.

"Who's a conquered doggy? You are! Yes, you are!" the figure cooed in an infuriating bout of baby talk. The great three-headed hound wanted nothing more than to use the biped as a chew toy, but it didn't care for further application of the giant, rolled-up newspaper on its snout again and just admitted defeat; accepting this humiliation and hoping it would end soon.

The robed figure continued scratching the dog's chin as he continued speaking. "Now you be a good minion and stay here, keeping anything else from going in or out until I return." He turned his cowl-shadowed face towards the great gates and moved to close the distance. Rolling his neck with a satisfying crack and winding up his right shoulder, as if to warm it up, The Ultimate Evil gave a frustrated sigh.

"Somebody in here is going to _respect_ me. I just have to keep demonstrating my awesomeness," he paused for a moment. "And attractiveness," he added. The man then stepped up to the gates and as he applied his palm to the intricate mess of spell arrays, the entire structure lit up and began the ponderous process of opening.

Driving one fist into the palm of his other hand with a loud clap, The Ultimate Evil almost radiated an evil grin from the shadowy depths of his hood. "Time to show these punks what _real_ Evil is like!" As he marched forward to conquer all of Tartarus with a spring in his step and a heart full of death metal-

He tripped on his robe and went sprawling onto the ground, just inside the gates. He laid there for a moment, unmoving when a voice drifted up from the pile of collapsed Evil.

"I'm okay."

Cerberus just placed his chins on the ground and covered his outer heads with his paws; a forlorn whine echoing throughout the cavern.


	3. Bonus Chapter-666: The mark of the Best

Princess Celestia, ruler of the kingdom of Equestria and Monarch of the Sun didn't feel well. Too much cake lie at the core of her distress, but she would never admit that; not even to herself. Instead she determined her illness _must_ be the distinct lack of anything challenging to do. It had been months since any kind of crisis had occurred, and even the biggest hotspot of trouble, Ponyville, was eerily quiet. She didn't want to admit it, but she'd even put on a pound or two (or okay, perhaps several) due to inactivity and the accompanying snacks to relieve her boredom.

As she approached her bedchambers a disturbing thought occurred; she couldn't exactly remember the last time she had attended the sun or spoken with Luna. Like a small niggle at the corner of her consciousness, it was something that she _felt_ should be important enough to be alarmed about but it was masked by a prevailing haze of good feelings that seemed to drown out things like concerns and problems.

Shaking her head in an effort to dispel the notion that 'something was wrong', she pushed open the door to her bedchambers (which by the way was remarkably dark for some reason) and moved towards her large, four poster bed in an attempt to nap her doubts away.

"Hello Celestia," a deep voice calmly floated from inside the darkened room, a mix of charm and affable menace.

With a rather embarrassing squeak, the Diarchy of the Sun _gracefully_ jumped in a half-circle and spun to shoot a beam of magic devastation towards the source of the voice without a moment's hesitation. The accompanying light revealed a frightening black figure calmly reclining in the royal La-Z-Colt, its tall but slender frame swaddled in black robes and the hood a void of darkness that even the approaching blast of solar destruction could not penetrate. Celestia had a fraction-of-a-moment to mentally recoil in horror at the fact she had just destroyed a living creature in reflex before that emotion was quickly crushed under a feeling of incredulity at the results of her attack.

Without missing a beat, the hooded figure nonchalantly raised one hand and caught the blast of magic as one might catch a lobbed softball; if that softball were glowing and sporting temperatures in the thousands of degrees. Holding the orb of light for a moment, the figure rolled his wrist in a sharp circle and was left holding a shining apple of the brightest gold color. The hand brought the apple towards the deep hood, preceding a loud crunch, some chewing sounds, and finally a hearty swallow.

"Spicy," the dark being declared in an amused tone before he tossed the remains into the air where it dissipated in a cloud of sparks that lit all the candles and torches in the curtained room, pushing back the darkness and leaving the place restored to comfortable bedchamber status. "You shouldn't keep your mouth open for too long Your Majesty, or you may end up swallowing a fly," he added in a friendly jab.

Celestia closed her mouth in response and after a nervous swallow she struggled to recover her dignity. "Who-"she began dumbly, before the haze surrounding her thoughts pulled back for a moment and offered clarity. "It's you," she whispered, a half-smile twitching to her lips before she could stop it.

"Indeed," he replied. While crossing one leg over the other, he steepled his fingers in front of his empty looking hood. "At the end of the day, I've found that I'm the best at being me."

Celestia had finally recovered from her shock at being surprised and decided to stick with diplomacy after its display of power in the face of her rude attack. "My apologies for the uncouth greetings, you surprised me and I acted rashly." She finished this statement with a slight bowing of the head, something that would have driven the nobles of the court into frenzy about propriety and station nonsense she'd heard far too often in the past.

The Ultimate Evil waved a hand about in dismissal. "Think nothing of it Your Highness; I'm the rude one for intruding into your bedchambers unannounced and then dozing off while waiting for your return." The grin he probably adopted could almost be felt as he continued. "In the future, I'll try to get _invited_ to your room before I enter, like a proper gentleman."

Celestia was far too old to miss flirting when she heard it and wasn't sure if she should be flattered, frightened, or flustered. She decided a giggle was a safe response.

"My-my, you are just as charming as I'd heard from the Elements of Harmony Sir Evil." This wasn't empty flattery either. The girls had said that it was a confused but lovable failure of a villain who had done nothing but _nice things_ in the guise of domineering evil. She was far more interested in the motivations of the being in front of her than worried about its nefarious nature.

The dark robed figure nodded once, and said "Please, just call me… uh, E." before the feeling of goodwill and friendly banter seemed to drain from his frame and with a despondent sigh the creature uncrossed his legs, places its hands on his knees, and bowed deeply from its sitting position. "As much as I've looked forward to meeting you Princess, I'm afraid I must apologize to you first. I've…made a terrible mistake." It seemed to grow slightly smaller in shame and continued. "Actually, more like a veritable parade of terrible mistakes, ever since I arrived in your lands." The hood came up and Celestia could feel the creature's gaze boring into her own. "I may have doomed us all without even meaning to."

Cold reality seemed to splash upon the Princess of the Sun at these words. "What do you mean child? Something like that…it's nothing to joke about or take lightly," Celestia finished with narrowed eyes.

The villain sighed again. "If only it _was_ a joke," he shook his head in additional denial. "In my…homeland, we have a saying, ' _The path to Hell is paved with good intentions_ '. No, I'm afraid that I've done serious damage to this world and you…no, _we're_ in need of desperate measures to fix it. The problem is, I can't do anything myself to fix what I've done," he said. Opening his arms in a helpless shrug he continued, "Anything I do at this point would probably exacerbate things, so all I can do is give you an idea of what's wrong and how I think it can be fixed. Any more and the whole operation could be messed up."

Celestia noticed his hands clench into fists in either anger or frustration. She tried to reassure the robed figure. "I see. Eve, is it? I have to be honest and point out that Equestria has never been more peaceful or prosperous and most of that is in no small part due to your influence. I'll need a little more convincing in order to understand what peril we are supposedly in, you see?" Her smile was gentle and motherly, something she found was quite effective on ponies and foreign dignitaries alike. She was sure he was simply overthinking things.

"Two days Princess," the figure said in grim finality.

"I'm sorry?" she replied in confusion.

The dark being sighed again, "The sun hasn't set or risen in over two days."

Cold terror began to creep through the alicorn's veins.

"W-What…? What are you saying? I just raised…it…" The frightening reality that she couldn't _remember_ when she last raised the sun stole the remaining denial she had tried to express. She began to tremble slightly as her mind raced.

"It's what brought me here," the Ultimate Evil said with sorrow. "Added to what else I've observed in the world, I've drawn a rather frightening conclusion; I've thrown Harmony so out of balance that this world is about to…burst in a shower of positive energy." The robed figure crossed his arms over his chest and leaned back in the recliner. "Either that, or possibly sublimate into a sea of light and dissolve entirely into a pile of mashed potatoes. I'm not one-hundred percent sure which, but neither sounds like something the residents of this world would agree to." The dark figure tilted its head and took a thoughtful posture. "It would seem that the whole clichéd ideology that most supervillains spout about good needing evil, were far more apt than anyone might have guessed."

Princess Celestia wanted to shout out that it couldn't be true; that there had to be some mistake, but her voice was locked up tight by chains of fear as her brain scrambled to think of an out.

"Luna? Where's…where's my sister been?" Celestia asked in a wavering voice.

"Heh-heh," the villain laughed a bit. "That's actually the good news; she's not been around lately which means that my, sorta/kinda plan, has a chance to save everyone."

"A plan? You mentioned something like that before…" the alicorn looked at the robed figure with wide eyes. "What is it? How can we…save, everyone?"

The robed figure leaned forward in the chair and began to chuckle evilly.

"Sin," he said with obvious glee. "By myself, I could never produce enough of it to push the balance of Harmony back to something resembling normality, but if we could get all of Equestria, and the rest of the world to just be a little more…well _evil_ , then I think we might just avoid a great big Game Over after all."

The Princess blinked a couple of times as she tried to process the idea. "You mean, to save the world…ponies and the rest…will need to…"

"Be bad, bad critters, yes!" The Ultimate Evil finished and began to rub his hands together in a continuous motion. "Evil will be what saves Equestria!"

Celestia tilted her head to the side and watched his hands continue to knead each other for a moment before curiosity overcame her manners. "What are you doing there?"

The stranger froze for a moment and then dropped his hands to his knees again, somehow giving off an air of defeat and slumping over as if in surrender.

"Nothing," he said sadly. "I'm not doing anything at all…"

The figure recovered quickly and continued his explanation. "But that's not the important thing! You see, I thought for sure I had messed up badly by… _visiting_ , all the greatest nemeses Equestria has ever known and…subjecting them to my particular brand of…evil…brainwashing…" he finished with obvious embarrassment. Coughing loudly he continued, "Be that as it may, there were other, nefarious characters I never met because well…they either just weren't the type of criminal I felt required extra attention or I just never encountered them, you know?"

Celestia did not feel as if she knew after all. "Who do you mean exactly?"

The Princess could almost feel the feral grin radiating from the dark hood of the being in front of her. "You wouldn't know this of course, but where I come from, there is an ancient held belief that there are Seven Deadly Sins which comprise most of the evil that all thinking life is capable of. This ideology has permeated many aspects of my culture, from frivolous satire to deeply held religions. Behold!"

With that statement he made a flourishing motion with his left hand and was suddenly holding seven cards that resembled the ones used by fortunetellers, with only their opulently designed backs facing Celestia. Pulling one away with his free hand, he placed it down upon the small table that had appeared in between them without her notice. Upon the card was a flowing script that read _**Pride**_ and featured a unicorn the Princess was sure she should know decked out in a star spangled cape and hat.

"This is Trixie Lulamoon, a show pony that once threatened Ponyville in a fit of revenge against your faithful student for perceived injustices against her during a previous visit." He tapped the card with an index finger and continued. "Her Sin was Pride and seeing Twilight Sparkle's humility after showing her magical superiority is what caused her to harbor and nurse dark thoughts." The dark being dramatically cupped his right cheek with sprawled fingers and leaned forward slowly.

The alicorn princess looked like she wanted to dispute the notion of a jealous pony being driven to evil but only nodded with a sad frown and motioned for the creature to continue.

"Now then I guess we can… Hmmm… We'll get…Trixie to stage a massive magic show and…uh…" the villain faltered a bit as he struggled to reach a nefarious conclusion. One pale hand came up to scratch the hood while concentrating. "Maybe, turn the audience into…frogs?"

Celestia barely managed to keep from facehoofing when the irony of the situation struck her; **she** would have to become the evil mastermind and devise ways of corrupting her ponies while partnering with quite possibly the second most miscast villain she'd ever met. She wanted to laugh and cry at the same time.

The Princess cleared her throat. "Perhaps, she could play upon their pride and cause them to…desire an unhealthy drive to show-up others? Maybe, cause fierce competition to disrupt…harmonious relationships?"

The Ultimate Evil leaned back in surprise. "That's…brilliant!" He snapped the fingers on his free hand and a notepad and pencil appeared suspended beside him and began to take notes. "Using Pride to corrupt…why didn't I think of that!" It looked up from the table it'd been staring at to look at Celestia in assumed admiration. "You know, you're pretty good at this evil mastermind stuff Princess…" The silly grin hidden by the hood was obvious to the great solar ruler.

One eyelid gave a minuet twitch as did the tips of her wings, but Princess Celestia managed to keep her serene smile in place despite herself. "Yes…thank you, Eib."

"It's not…" the hooded figure started, and then gave-up with a shake of his head and grabbing another card, the Ultimate Evil laid it upon the table face-up. This one read _**Lust**_ and depicted a lavender-blue pegasus sporting a blonde mane and a smoldering look in her eyes that made the Princess mildly uncomfortable. "This filly is Cloud Kicker and she's quite… _famous_ in certain parts of Ponyville. She's rather frisky, if you know what I mean." Celestia figured that if she could see them, the being's eyebrows would be waggling suggestively. "Her Sin is unchecked Lust," he added before looking up at the ceiling in contemplation. "Also her favorite verb is rumored to be ' _bang_ '."

While the great Princess Celestia was certainly no stranger to the more base nature of ponies, talking about this with a non-pony, in her own bedchambers, and so candidly…it _was_ a bit embarrassing; even for her. With a gentle cough she replied, "I-I see…"

The dark figure nodded with ease, not showing any signs of discomfort himself. "Yeah, so with her help we could…uh, make ponies more interested in…careless sex, I suppose?" He scratched the side of his hooded head in deep thought. "Maybe, racy air shows? Perhaps…subliminal advertising for smut?" The figure suddenly seemed embarrassed and with a nervous cough turned away from Celestia as he remembered something unpleasant. "The only thing I know for sure is mares really like alicorn males…" he whispered and then shivered a bit, uncontrollably.

A loud sigh of frustration _almost_ escaped the solar ruler but she just managed to hold it in with tightly closed eyes; the tip of one wing rubbing the spot just below her horn in a calming motion.

After a moment of contemplation, another lead weight settled into her stomach as a second dark idea blossomed in her mind. "Games… Ponies do so like games, and long ago there was a…well, it was a 'party game' where ponies would…try to, move assigned limbs to different colored horseshoes…and eventually they would, end up in rather…compromising positions…" she trailed off into silence. "It's been some time since then of course, but I do remember it being…rather stimulating…" Celestia could barely remember a time so long ago, but deep inside herself she did miss those moments when ponies were forward enough to flirt openly with a princess.

"Oh, Twister! Pony Twister!?" The dark menace began to laugh loudly. "That's great! If we use her to advertise a sexy version of naughty Twister…well, that would probably cause ponies to increase their lust! Oh, and also your population," he snickered at the end.

Hearing her fond memory of fairly innocent fun being wielded to further corrupt her ponies was another unpleasant shock that seemed to become a weight upon her soul, each new one adding to her burden. Her upset tummy did _not_ like.

With that he reached for another card and placed it on the table, face-up. The script on this card read _**Gluttony**_ and depicted a ball of green slime, inexplicably wearing a bowtie. "You should know this one's true nature Princess; the Smooze was an inexorable wave of pure feeding frenzy long ago. Created with one purpose in mind, I think this thing will prove most useful." The index finger of its free hand began tapping on its chin as it hummed. "Oh, what if it…hid in closets or, oh bathtubs and…I dunno, jumped out to scare ponies?"

The feeling of tightness grew in Celestia's chest as more vile thoughts were born in her mind. "With its help, we can," the alicorn swallowed hard, her expression becoming one of shellshock, "c-cause food scarcity and instill a…hording instinct in others. With that," she closed her eyes tightly, "friends and neighbors will be…less likely to s-share resources with one another…creating the kind of… _tension_ the world needs right now. Ponies would guard extra food for themselves and once food became available again…" Celestia's wings dipped a little more at the thought of ponies going hungry and fighting over food but she kept her composure despite the increasing pressure she felt on her heart.

The Ultimate Evil did a double take. "Woah. That. Was. Genius! We control the supply, create demand, and then wham-o! Tubby ponies are the new black. Truly, you have a gift your Excellency." While the Ultimate Evil seemed quite giddy at first, a moment of staring at the distraught ruler caused him to pause and then heave a despondent sigh, slapping the next card on the table face down in defeat. "Alright, I think this is enough, don't you? I mean, look at her face! It's heartbreaking…"

Celestia looked up with a bemused expression. "What…what are you-"

"Truly!? By the Moon, you are the softest-hearted villain to ever grace these ephemeral halls," Luna's voice proclaimed as it floated out from the shadows, her tone a mix of friendly amusement and exasperation. "However, if you say you can do no more then I will relent. T'was a fine jape to be sure," she chuckled.

With a gasp, Celestia turned to look around the room in confusion. Lu- Lulu? Is…that you? What's happening? Is this a…dream?"

Luna materialized from the shadows with a smirking grin on her muzzle. "Indeed my sister, it is I!" She seemed to just barely be containing her laughter at the situation. "I see our plan was successful in scoring a point! Huzzah!" She pranced a little and gave a little hoof-pump in victory.

"This….was a…a _prank_?" Celestia said, her confused tone slowing becoming flat.

While Luna continued to giggle behind her hoof, only the hooded figure in the chair began to tense up at the slow change coming over the Solar Princess. The slow smoldering of her immediate surroundings was sending all the wrong signals to the pseudo-villain.

" _This_ , was a prank," she repeated, her coat beginning to smoke while her tail and mane began wildly whipping about, as if in a windstorm.

Luna was too busy to notice any changes due to giving into her mirth and surrendering to a full blown belly laugh, pounding the floor with a hoof as she enjoying in getting one over on the master prankster herself.

The Ultimate Evil gave a squeal that would have done any school-age filly proud and drew his knees up to his chest in recoil when Celestia's mane and tail became raging torrents of living flame and exclaimed, " **THIS, WAS A PRANK!?** "

Luna nimbly jumped back from the now scorched marble she was laying on just a moment ago with a laugh. "Ha! Do not think you will always be the one to have the last laugh my sister! Tonight, Batmare has outwitted The Jokester!" She faded into the shadows with a menacing laugh; the last thing to fade was her tongue delivering a rather moist raspberry. The scorch mark left behind on the surface nearby demonstrating that the flaming attack had been just a moment too slow.

Celestia's eyes scanned to room in fury, looking for a new target when they landed on the hooded menace trying to creep from the room with exaggerated steps, moving from tiptoe to tiptoe like a hapless pony trying to escape a den of sleeping manticores. He squealed in terror for a moment when a glowing band of magic seized him around the waist and lifted him into the air.

" **JUST. ONE. MOMENT** ," Celestia thundered as she dragged him before her. "We're not done talking," she added, a plume of smoke punctuating the statement with a snort. "You…you're going to help me get her back. Anything you want to say in your defense before we begin to plan my smirking revenge?" Her glare was strong enough to vaporize granite and it bored into the depths of the dark hood trying to penetrate the darkness.

The hooded figure gulped loudly before speaking. "I…I need an adult?" he said timidly.

Celestia's eyebrows shot up in surprise for a second before her expression morphed into a sultry and coy look. She leaned close to the hood and whispered, "Oh my silly stallion, I'm _all_ the adult you could ever ask for," she whispered huskily before beginning to drag him from the dreamscape bedroom and into a newly created war room.

His answering whimper did nothing to boost his self-confidence.


End file.
